SEARCHLIGHT
MINERALS CORP.

      2009
EQUITY INCENTIVE PLAN FOR DIRECTORS

      Established
December 15, 2009

      


      
        Section 1.    Purpose.

      

       

      
        	
              	
                (a)

              	
                The
      purpose of this Searchlight Minerals Corp. 2009 Equity Incentive Plan for
      Directors (the “Plan”)
      is to assist Searchlight Minerals Corp. (the “Company”)
      in attracting and retaining qualified individuals to its Board of
      Directors.  The Plan provides for equity ownership opportunities
      to Directors in order to encourage and enable them to participate in the
      Company’s future prosperity and growth and to better match the interests
      of such Directors and the Company’s
  stockholders.

              


      

       

      
        	
              	
                (b)

              	
                The
      Plan authorizes stock-based and cash-based incentives for
      Participants.  Awards may be made in the form of (i)
      Nonqualified Stock Options; (ii) Restricted Stock; (iii) Stock Units; and
      (iv) any combination of the
foregoing.

              


      

       

      
        Section
2.    Definitions.  The
following terms have the respective meanings, in addition to the capitalized
terms defined in Section 1 hereof or as otherwise defined throughout this
document:

      

       

      
        	
              	
                (a)

              	
                “Award” means any
      Option, Restricted Stock, Stock Unit, or Stock granted in lieu of another
      award or Other Stock-Based Award, together with any related right or
      interest, granted to a Participant under the
  Plan.

              


      

       

      
        	
              	
                (b)

              	
                “Award Agreement” means
      any Option Agreement, Restricted Stock Agreement, Stock Unit Agreement, or
      any other agreement under which the Company grants an Eligible Person an
      Award.

              


      

       

      
        	
              	
                (c)

              	
                “Beneficiary” means the
      person(s) or trust(s) designated as being entitled to receive the benefits
      under a Participant’s Award upon and following a Participant’s
      death.  Unless otherwise determined by the Committee, a
      Participant may designate one or more persons or one or more trusts as his
      or her Beneficiary.

              


      

       

      
        	
              	
                (d)

              	
                “Board” means the
      Company’s Board of Directors.

              


      

       

      
        	
              	
                (e)

              	
                “Code” means the
      Internal Revenue Code of 1986, as amended from time to time, any successor
      thereto, and including any regulations promulgated
    thereunder.

              


      

       

      
        	
              	
                (f)

              	
                “Committee” means the
      committee created and appointed by  the Board to administer the
      Plan, or if no committee is created or appointed, the
    Board.

              


      

       

      
        	
              	
                (g)

              	
                “Corporate Transaction”
      means the occurrence, in a single transaction or in a series of related
      transactions, of any of the following:  (i) any person or group
      of persons (as defined in Sections 13(d) and 14(d) of the Exchange Act)
      together with his/her/their affiliates,
      excluding employee benefit plans of the Company, is or becomes, directly
      or indirectly, the “beneficial owner” (as defined in Rule 13d-3 of the
      Exchange Act) of securities of the Company representing 50% or more of the
      combined voting power of the Company’s then outstanding securities; or
      (ii) a merger or consolidation of the Company with any other corporation
      or entity is consummated regardless of which entity is the survivor, other
      than a merger or consolidation which would result in the voting securities
      of the Company outstanding immediately prior thereto continuing to
      represent (either by remaining outstanding or being converted into voting
      securities of the surviving entity or its parent) at least 50% of the
      combined voting power of the voting securities of the Company or such
      surviving entity outstanding immediately after such merger or
      consolidation; or (iii) the Company is completely liquidated or all or
      substantially all of the Company’s assets are
  sold.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                (h)

              	
                “Date of Grant” means
      the date on which the Committee has completed all corporate action
      necessary to give the Participant a legally binding right to the Award,
      including the setting of the number of shares of Stock subject to the
      Award and the exercise price.

              


      

       

      
        	
              	
                (i)

              	
                “Director” means an
      individual who provides services to the Company as a member of its Board
      of Directors whether or not as an
employee.

              


      

       

      
        	
              	
                (j)

              	
                “Dividend Equivalent”
      means a right, granted under this Plan, to receive cash, Stock, other
      Awards or other property equal in value to all or a portion of the
      dividends paid with respect to a specified number of shares of
      Stock.

              


      

       

      
        	
              	
                (k)

              	
                “Eligible Persons”
      means those persons who are designated by the Committee under Section 5(a)
      of this Plan to receive Awards.

              


      

       

      
        	
              	
                (l)

              	
                “Exchange Act” means the
      Securities Exchange Act of 1934, as amended, and shall include any
      successor thereto.

              


      

       

      
        	
              	
                (m)

              	
                “Fair Market Value” or
      “FMV” means, as
      of any date, the fair market value of a share of the Company’s Stock as
      determined in good faith and under procedures established by the Committee
      as follows:

              


      

       

      (i) if on the Date of Grant or other
determination date the Stock is listed on an established securities market, the
Fair Market Value of a share of Stock shall be the closing price of the Stock on
such exchange or in such market (if there is more than one such exchange or
market, the Committee shall determine the appropriate exchange or market) on the
Date of Grant or such other determination date;

       

      (ii)  if on the Date of Grant
or other determination date the Stock is listed on an established securities
market, but there is ,no such reported closing price, the Fair Market Value
shall be the mean between the highest bid and lowest asked prices or between the
high and low sale prices on the Date of Grant or other determination
date;

       

      (iii)  if on the Date of
Grant or other determination date the Stock is listed on an established
securities market, but no sale of Stock is reported for such trading day, the
Fair Market Value shall be the closing price on the next preceding day on which
any sale shall have been reported before the Date of Grant or other
determination date; or

       

      (iv)  if the Stock is not
listed or admitted to trading on a national securities exchange,
the  Fair Market Value shall be the value of the Stock as determined
by reasonable application by the Committee of a reasonable valuation method in
conformance with the requirements of Treasury Regulations Section
1.409A-1(b)(5)(iv)(B).

       

      
        	
              	
                (n)

              	
                “Incentive Stock Option”
      or “ISO” means
      any Option intended to be, designated as, and that otherwise qualifies as
      an “Incentive Stock Option” within the meaning of Code Section
      422.  Incentive Stock Options are not granted under this
      Plan.

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                (o)

              	
                “Nonqualified Stock
      Option” means any Option that is not an Incentive Stock
      Option.

              


      

       

      
        	
              	
                (p)

              	
                “Option” means a right
      to purchase Stock granted under Section 6(b) of the Plan.  All
      Options shall be Nonqualified Stock
Options.

              


      

       

      
        	
              	
                (q)

              	
                “Other Stock-Based
      Awards” means Awards granted to a Participant that are valued, in
      whole or in part, by reference to, or otherwise based on, shares of
      Stock.

              


      

       

      
        	
              	
                (r)

              	
                “Participant” means a
      person who has been granted an Award under the Plan that remains
      outstanding, including a person who is no longer an Eligible
      Person.

              


      

       

      
        	
              	
                (s)

              	
                “Restricted Stock” means
      Stock granted under this Plan, which is subject to certain restrictions
      and to a risk of forfeiture.

              


      

       

      
        	
              	
                (t)

              	
                “Section 16 Participant”
      means a Participant under the Plan who is subject to Section 16 of the
      Exchange Act.

              


      

       

      
        	
              	
                (u)

              	
                “Stock” means shares of
      the Company’s stock which is common stock for purposes for purposes of
      Section 305 of the Code and the implementing regulations, with $0.001 par
      value per share, and any other equity securities of the Company that may
      be substituted or resubstituted for such Stock.  In all cases
      under this plan, Stock shall constitute “service recipient stock” within
      the meaning of Treasury Regulation Section
      1.409A-1(b)(5)(iii).

              


      

       

      
        	
              	
                (v)

              	
                “Stock Units” means a
      right granted under this Plan to receive Stock or other Awards or a
      combination thereof at the end of a specified period.  Stock
      Units subject to a risk of forfeiture may be designated as “Restricted Stock
      Units.”

              


      

       

      
        Section
3.    Administration.

      

       

      
        	
              	
                (a)

              	
                Authority
      of the Committee.  The Plan shall be administered by the
      Committee.  Any interpretation or administration of the Plan by
      the Committee, and all actions and determinations of the Committee, shall
      be final, binding and conclusive on the Company, its stockholders, all
      Participants in the Plan, their respective legal representatives,
      successors and assigns, and all persons claiming under or through any of
      them. The Committee shall consider such factors as it deems relevant to
      making such decisions, determinations, and interpretations. A Participant
      or other holder of an Award may contest a decision or action of the
      Committee with respect to such person or Award only on the grounds that
      such decision or action is arbitrary or capricious or was
      unlawful.

              


      

       

      
        	
              	
                (b)

              	
                Composition
      of the Committee.  The Committee shall consist of not
      less than three directors.  Those Directors shall be appointed
      by the Board and shall serve as the Committee at the pleasure of the
      Board.  The function of the Committee specified in the Plan
      shall be exercised by the entire Board if, and to the extent, that no
      Committee exists that has the authority to so administer the
      Plan.

              


      

       

      
        	
              	
                (c)

              	
                Manner of
      Exercise of Committee Authority.  The Committee shall
      have the full power and authority to interpret and administer the Plan in
      its sole discretion, including exercising all the powers and authorities
      either specifically granted to it under the Plan or necessary or advisable
      in the administration of the Plan. The Committee’s powers and authorities
      include, without limitation, the following: (i) the sole ability to
      determine eligibility criteria for Awards; (ii) to select the Eligible
      Persons to whom Awards may from time to time be granted; (iii) to
      determine the time or times at which Awards shall be granted; (iv) to
      determine the number of shares of Stock to be covered by each Award; (v)
      to determine and modify from time to time the specific terms and
      conditions, including restrictions not inconsistent with the terms of the
      Plan, of any Award, which terms and conditions may differ among individual
      Awards and grantees, and to approve the form of written instruments
      evidencing the Awards; (vi) to determine the vesting and exercisability of
      any Award and to accelerate at any time the vesting or exercisability of
      all or any portion of any Award; (vii) subject to the provisions of this
      Plan, to extend at any time the period in which Stock Options may be
      exercised; (viii) to determine the exercise or purchase price of such
      shares of Stock; (ix) to determine if and when Awards are forfeited or
      expire under their terms; (x) to interpret and construe the Plan
      provisions; any amendments, and any rules and regulations relating to the
      Plan; (xi) to make exceptions to any Plan provisions in good faith and for
      the benefit of the Company; and (xii) to make all other determinations
      deemed necessary or advisable for the administration of the
      Plan.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                (d)

              	
                Delegation
      of Authority.  The Committee may delegate to one or more
      of its members or to one or more agents such administrative duties as it
      may deem advisable, and the Committee or any person to whom it has
      delegated duties as aforesaid may employ one or more persons to render
      advice with respect to any responsibility the Committee or such person may
      have under the Plan; provided, that such delegation may not include the
      selection or grant of Awards to Participants or Eligible Persons who are
      executive officers of the Company or Section 16
    Participants.

              


      

       

      
        	
              	
                (e)

              	
                Committee
      Vacancies.  The Board
      shall fill all vacancies in the Committee.  The Board may from
      time to time appoint additional members to the Committee and may at any
      time remove one or more Committee members and substitute
      others.  One member of the Committee shall be selected by the
      Board as chairman.  The Committee shall hold its meetings at
      such times and places as it shall deem advisable.  All
      determinations of the Committee shall be made by not less than a majority
      of its members either present in-person or participating by a telephone
      conference at a meeting or by written consent.  The Committee
      shall keep minutes of its meetings.  The Committee may appoint a
      secretary to keep such minutes and may make such rules and regulations for
      the conduct of its business as it shall deem advisable, but in accordance
      with the written charter prepared by the Board and which may be amended
      from time to time by the Board.  The secretary shall not need to
      be a member of the Committee or a member of the
  Board.

              


      

       

      
        	
              	
                (f)

              	
                Limitation
      of Liability.  The Committee and each member thereof, and
      any person acting pursuant to authority delegated by the Committee, shall
      be entitled, in good faith, to rely or act upon any report or other
      information furnished by any executive officer, other officer or employee
      of the Company, the Company’s independent auditors, consultants or any
      other agents assisting in the administration of the
      Plan.  Members of the Committee, any person acting pursuant to
      authority delegated by the Committee, and any officer or employee of the
      Company acting at the direction or on behalf of the Committee or a delegee
      shall not be personally liable for any action or determination taken or
      made in good faith with respect to the Plan, and shall, to the extent
      permitted by law, be fully indemnified and protected by the Company with
      respect to any such action or
determination.

              


      

       

      
        Section
4.    Stock Subject To
Plan.

      

       

      
        	
              	
                (a)

              	
                Overall
      Number of Shares Available.  Subject to adjustment as
      provided under Section 10(c), the total number of shares of Stock reserved
      and available for delivery in connection with Awards under the Plan shall
      be 750,000 shares.  Any
      shares of Stock issued under the Plan may consist, in whole or in part, of
      authorized and unissued shares or treasury shares.  The
      authorized number of reserved and available shares may be increased from
      time to time by approval of the Board and, if such approval is required,
      by the stockholders of the Company.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                (b)

              	
                Accounting
      Procedures.  The Committee may adopt reasonable
      accounting procedures to ensure an appropriate accounting of Stock subject
      to the Plan, avoid double counting (as, for example, in the case of tandem
      or substitute Awards) and make adjustments in accordance with this Section
      4(b).  Shares shall be counted against those reserved to the
      extent such shares have been delivered and are no longer subject to a risk
      of forfeiture.  Accordingly, (i) to the extent that an Award
      under the Plan is canceled, expired, forfeited, settled in cash, settled
      by delivery of fewer shares than the number underlying the Award, or
      otherwise terminated without delivery of Stock to the Participant, the
      Stock retained by or returned to the Company will not be deemed to have
      been delivered under the Plan; and (ii) Stock that is withheld from such
      Award or separately surrendered by the Participant in payment of the
      exercise price or taxes relating to such Award shall be deemed to
      constitute Stock not delivered and will be available under the
      Plan.  The Committee may determine that Awards may be
      outstanding that relate to more Stock than the aggregate shares of Stock
      remaining available under the Plan so long as Awards will not in fact
      result in delivery and vesting of shares of Stock in excess of the number
      then available under the Plan.  In addition, in the case of any
      Award granted in assumption of or in substitution for an award of a
      company or business acquired by the Company or with which the Company
      combines, shares delivered or deliverable in connection with such assumed
      or substitute Award shall not be counted against the number of shares of
      Stock reserved under the Plan. The authorized number of reserved and
      available shares may be increased from time to time by approval of the
      Board and, if such approval is required, by the stockholders of the
      Company.

              


      

       

      
        	
              	
                (c)

              	
                Individual
      Annual Award Limits.  No Participant may be granted
      Options or other Awards under the Plan with respect to an aggregate of
      more than 200,000 shares of Stock (subject to adjustment as otherwise may
      be provided for throughout this Plan) during any calendar
      year.

              


      

       

      
        Section
5.    Eligibility.

      

       

      
        	
              	
                (a)

              	
                Eligibility.  Grants
      of Awards may be made from time to time only to those  Directors
      designated by the Committee in its sole and exclusive discretion as
      eligible to receive such Awards (“Eligible
      Persons”).  The Committee may grant more than one Award
      to the same Eligible Person.  Awards may be made to members of
      the Committee and must be approved and granted by a majority of the
      disinterested members of the Board.

              


      

       

      
        	
              	
                (b)

              	
                Participation.  An
      Eligible Person shall become a Participant in the Plan and shall perfect
      his or her Award only after he or she has completed the applicable Award
      Agreement in a manner that is satisfactory to the Committee and has
      delivered said Award Agreement to the Committee.  A Participant
      shall continue his or her participation in the Plan, even if no longer an
      Eligible Person, until any and all of his or her interests that are held
      under the Plan expire or are paid.

              


      

       

      
        Section
6.    Specific Terms of Awards Granted
Under the Plan.

      

       

      
        	
              	
                (a)

              	
                General
      Terms of All Awards.  All Awards granted under the Plan,
      including Awards of any Stock Units, shall be evidenced by an Award
      Agreement.  Award Agreements may provide for grants of Awards on
      the specific terms and conditions set forth in this Section
      6.  Alternatively, the Committee may impose on any individual
      Award, as specified in the individual Award Agreement, such additional
      terms and conditions, not inconsistent with the provisions of the Plan, or
      applicable law, as the Committee shall determine, including terms
      requiring forfeiture of Awards and terms permitting a Participant to make
      elections relating to his or her Award.  The Committee shall
      retain full power and discretion with respect to any term or condition of
      an Award that is not mandatory under the Plan and the terms of the Award
      Agreement; provided, that the exercise of such discretion shall in no
      event cause an Award to become subject to the terms and conditions of Code
      Section 409A, unless otherwise agreed upon between the Company and the
      Eligible Person.  The Committee shall require the payment of
      lawful consideration for an Award to the extent necessary to satisfy the
      requirements of the Nevada Revised Statutes, and may otherwise require
      payment of consideration for an Award except as limited by the Plan and as
      otherwise required by applicable
law.

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      If it is
determined by the Committee prior to the grant of any Award that such Award
would be subject to Code Section 409A, the Award Agreement shall incorporate the
terms and conditions required by Code Section 409A. To the extent applicable,
this Plan and the Award Agreements shall be interpreted in accordance with Code
Section 409A and its implementing regulations.

      


      In the
event the Committee determines after the Date of Grant that any Award granted
hereunder may be subject to Code Section 409A, the Committee may adopt such
amendments to the Plan and/or applicable Award Agreement or adopt other policies
and procedures (including those with retroactive effect) or take any other
actions that the Committee determines are necessary and appropriate to (i)
exempt the Award from Code Section 409A and/or preserve the intended tax
treatment of the benefits provided with respect to the Award, or (ii) comply
with the requirements of Code Section 409A.

      


      
        	
              	
                (b)

              	
                Option
      Awards.  Options granted under the Plan shall be
      evidenced by an agreement (“Option
      Agreement”).  Only Nonqualified Stock Options may be
      awarded to Participants, which may be granted on the following terms and
      conditions:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Time and Method of
      Exercise.  The Committee shall determine the time or
      times at which or the circumstances under which an Option may be exercised
      in whole or in part, the methods by which such exercise price may be paid
      or deemed to be paid and the form of such payment, including, without
      limitation, cash, Stock (including by withholding Stock deliverable upon
      exercise), other Awards, and the methods by or forms in which Stock will
      be delivered or deemed to be delivered in satisfaction of
      Options.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Option
      Term.  Each Option shall be exercisable for ten years
      from the Date of Grant or such lesser period, as specified in the Option
      Agreement.

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                Exercise
      Price.  The option price per share of Stock purchasable
      under an Option shall be determined by the Committee, shall be set forth
      on the applicable Option Agreement, and shall be not less than 100% of the
      Fair Market Value of the Stock at the Date of Grant.  Prior to
      the Date of Grant, the Committee shall specify the method by and date on
      which the Fair Market Value of the Option will be
    determined.

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                Non-Transferability of
      Options.  No Option shall be transferable by any
      Participant other than with prior approval by the
      Committee.  Any attempted transfer without Committee approval
      shall be null and void.  Unless Committee approval of the
      transfer shall have been obtained, all Options shall be exercisable during
      the Participant’s lifetime only by the Participant or the Participant’s
      legal representative.  Without limiting the generality of the
      foregoing, the Committee may, in the manner established by the Committee,
      provide for the irrevocable transfer, without payment of consideration, of
      any Option by a Participant to a member of the Participant’s family or to
      a family entity.  In such case, the Option shall be exercisable
      only by such transferee. For purposes of this
      provision:  (a) a Participant’s “family” shall include the
      Participant’s child, stepchild, grandchild, parent, stepparent,
      grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
      father-in-law, son-in-law, daughter-in-law, brother-in-law, or
      sister-in-law, including through adoptive relationships, and any person
      sharing the Participant’s household (other than a tenant or employee); and
      (b) a “family entity” shall include a trust in which the foregoing
      persons have more than fifty percent of the beneficial interest, a
      foundation in which the foregoing persons (or the Participant) control the
      management of assets, and any other entity in which the foregoing persons
      (or the Participant) own more than fifty percent of the voting
      interests. Neither a transfer under a domestic relations order in
      settlement of marital property rights nor a transfer to an entity in which
      more than fifty percent of the voting interests are owned by family
      members (or the Participant) in exchange for an interest in that entity
      shall be considered to be a transfer for
  consideration.

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (v)

              	
                Forfeiture Of Unvested
      Options Upon Termination of Service on the Board.  Except
      as otherwise provided in Section 6(b)(vi), if a Participant ceases to be a
      member of the Company’s Board of Directors for any reason other than
      death, then all unvested Options  shall be forfeited on the date
      the Participant ceases to be a member of the Board. All vested Options may
      thereafter be exercised by any transferee of the Participant, if
      applicable, or by the legal representative of the estate or by the legatee
      of the Participant under the will of the Participant for a period of one
      year following the Participant’s
death.

              


      

       

      
        	
                 
      

              	
                (vi)

              	
                Termination of Service
      by Reason of Death.  If the Participant ceases to be a
      member of the Company’s Board of Directors by reason of death, any
      unvested portion of the Option shall vest, and all Options shall become
      exercisable in full from and after such death.  All Options may
      thereafter be exercised by any transferee of the Participant, if
      applicable, or by the legal representative of the estate or by the legatee
      of Participant under the will of the Participant for a period of one year
      following the Participant’s death.

              


      

       

      
        	
              	
                (c)

              	
                Restricted
      Stock.  Restricted Stock granted under the Plan shall be
      evidenced by an  agreement (“Restricted
      Stock Agreement”).  The Committee is authorized to grant
      Restricted Stock to Participants on the following terms and
      conditions:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Grant and
      Restrictions.  Restricted Stock shall be subject to such
      restrictions on transferability, risk of forfeiture and other
      restrictions, if any, as the Committee may impose, which restrictions may
      lapse separately or in combination at such times, under such
      circumstances, in such installments or otherwise and under such other
      circumstances as the Committee may determine at the Date of Grant, and
      which shall be set forth in the applicable Restricted Stock Agreement, or
      thereafter.  Except to the extent restricted under the terms of
      the Plan and any Restricted Stock Agreement, a Participant granted
      Restricted Stock shall have all of the rights of a stockholder, including
      the right to vote the Restricted Stock and the right to receive dividends
      thereon; provided, however, that the Committee may require mandatory
      reinvestment of dividends in additional Restricted Stock, may provide that
      no dividends will be paid on Restricted Stock or retained by the
      Participant, or may impose other restrictions on the rights attached to
      Restricted Stock.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Forfeiture.  Except
      as otherwise determined by the Committee, upon termination of
      directorship  during the applicable restriction period,
      Restricted Stock that is at that time subject to restrictions shall be
      forfeited and reacquired by the Company; provided that the Committee may
      provide, by rule or regulation or in any Restricted Stock Agreement, or
      may determine in any individual case, that restrictions or forfeiture
      conditions relating to Restricted Stock will lapse in whole or in part,
      including in the event of a termination of directorship resulting from
      specified causes.

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (iii)

              	
                Certificates for
      Stock.  Restricted Stock granted under the Plan shall be
      evidenced in such manner as the Committee shall
      determine.  Certificates representing Restricted Stock shall be
      registered in the name of the Participant and shall bear an appropriate
      legend referring to the terms, conditions and restrictions applicable to
      the Award of such Restricted Stock.  The Company shall retain
      physical possession of the stock certificates until the time that the
      restrictions thereon have lapsed, and the Participant shall have delivered
      a stock power to the Company, endorsed in blank, relating to the Stock
      covered by such Restricted Stock. The distribution of Stock upon the lapse
      of restrictions  shall be made to the  Participant on
      or before the period ending on the later of : (i) the 15th
      day of the third month following the end of the Participant’s first
      taxable year in which the right to payment is no longer subject to
      restrictions; or (ii) the 15th
      day of the third month following the end of the Company’s first taxable
      year in which the right to payment is no longer subject to
      restrictions.

              


      

       

      
        	
                 
      

              	
                (iv)

              	
                Dividends and
      Splits.  As a condition to the grant of an Award of
      Restricted Stock, the Committee may require that any dividends paid on a
      share of Restricted Stock shall be either (A) paid with respect to such
      Restricted Stock at the dividend payment date in cash, in kind, or in a
      number of shares of unrestricted Stock having a Fair Market Value equal to
      the amount of such dividends, or (B) automatically reinvested in
      additional Restricted Stock or held in kind, which shall be subject to the
      same terms as applied to the original Restricted Stock to which it
      relates. Unless otherwise determined by the Committee, Stock distributed
      in connection with a Stock split or Stock dividend, and other property
      distributed as a dividend, shall be subject to restrictions and a risk of
      forfeiture to the same extent as the Restricted Stock with respect to
      which such Stock or other property has been
  distributed.

              


      

       

      
        	
              	
                (d)

              	
                Stock
      Units.  Stock Units granted under the Plan, whether or
      not subject to restrictions, shall be evidenced by an agreement (“Stock Unit
      Agreement”).  The Committee is authorized to grant Stock
      Units to Participants, subject to the following terms and
      conditions:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                Award and
      Restrictions.  Issuance of Stock will occur upon
      expiration of the holding period, if any, specified for the Stock Units by
      the Committee.  In addition, Stock Units shall be subject to
      such restrictions on transferability, risk of forfeiture and other
      restrictions, if any, as the Committee may impose, which restrictions may
      lapse at the expiration of the holding period or at earlier specified
      times, separately or in combination, in installments or otherwise, and
      under such other circumstances as the Committee may determine at the Date
      of Grant or thereafter.  Stock Units may be settled by delivery
      of Stock, other Awards, or a combination thereof, as determined by the
      Committee at the Date of Grant or
thereafter.

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                Forfeiture.  Except
      as otherwise determined by the Committee, upon a Participant’s termination
      of directorship during the applicable deferral period or portion thereof
      to which forfeiture conditions apply (as provided in the Award document
      evidencing the Stock Units), all Stock Units that are at that time subject
      to such forfeiture conditions shall be forfeited; provided that the
      Committee may provide, by rule or regulation or in any Award document, or
      may determine in any individual case, that restrictions or forfeiture
      conditions relating to Stock Units will lapse in whole or in part,
      including in the event of a termination of directorship resulting from
      specified causes. Stock Units subject to a risk of forfeiture shall be
      designated as “Restricted Stock Units” unless otherwise determined by the
      Committee.

              


      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      

    

    
      	
            	
              (iii)

            	
              Dividend
      Equivalents.  Unless otherwise determined by the
      Committee, Dividend Equivalents on the specified number of shares of Stock
      underlying Stock Units shall be either (A) paid with respect to such Stock
      Units at the dividend payment date in cash or in shares of unrestricted
      Stock having a Fair Market Value equal to the amount of such dividends, or
      (B) automatically reinvested in additional Stock Units, other Awards or
      other investment vehicles having a Fair Market Value equal to the amount
      of such dividends, as the Committee shall determine; provided, however,
      that the Committee may provide that no Dividend Equivalents will be paid
      on a given Award of Stock Units.

            


    

     

    
      	
            	
              (e)

            	
              Other
      Stock-Based Awards.  The Committee is authorized, subject
      to limitations under applicable law, to grant to Participants such other
      Awards that may be denominated or payable in, valued in whole or in part
      by reference to, or otherwise based on, or related to, Stock or factors
      that may influence the value of Stock, including, without limitation,
      convertible or exchangeable debt securities, other rights convertible or
      exchangeable into Stock, purchase rights for Stock, Awards with value and
      payment contingent upon performance of the Company or business units
      thereof or any other factors designated by the Committee, and Awards
      valued by reference to the book value of Stock or the value of securities
      of or the performance of specified subsidiaries or affiliates or other
      business units.  The Committee shall determine the terms and
      conditions of such Awards. Stock delivered pursuant to an Award in the
      nature of a purchase right granted under this Section shall be purchased
      for such consideration, paid for at such times, by such methods, and in
      such forms, including, without limitation, cash, Stock, other Awards, or
      other property, as the Committee shall determine. Cash awards, as an
      element of or supplement to any other Award under the Plan, may also be
      granted pursuant to this Section.

            


    

     

    
      	
              Section
      7.

            	
              Additional Provisions
      Applicable to Awards.

            


    

     

    
      	
            	
              (a)

            	
              Stand-Alone,
      Additional, Tandem, and Substitute Awards.  Awards
      granted under the Plan may, in the discretion of the Committee, be granted
      either alone or in addition to, in tandem with, or in substitution or
      exchange for, any other Award or any award granted under another plan of
      the Company or any other right of a Participant to receive payment from
      the Company.  Awards granted in addition to or in tandem with
      other Awards may be granted either as of the same time as or a different
      time from the grant of such other Awards. Subject to the Plan’s terms, the
      Committee may determine that, in granting a new Award, the in-the-money
      value or fair value of any surrendered Award or award or the value of any
      other right to payment surrendered by the Participant may be applied to
      the purchase of any other Award; provided, that such surrender does not
      result in a “modification,” “extension,” “substitution” or “assumption” of
      a Stock right, as determined under Treasury Regulation Section
      1.409A-1(b)(5)(v) that would cause such Stock rights to be considered the
      grant of a new Stock right which is subject to the terms and conditions of
      Code Section 409A.  Any transaction otherwise authorized under
      this Section 7(a) remains subject to all applicable restrictions under the
      Plan and may not result in an Award that is subject to the terms and
      conditions of Code Section 409A by virtue of such transaction; in such
      event, any transaction that would otherwise be permissible under this
      Section 7(a) shall be prohibited unless the Participant and the Company
      mutually agree in writing to cause an Award to become subject to the terms
      and conditions of Code Section 409A under this Section
    7(a).

            


    

     

    
      	
            	
              (b)

            	
              Form and
      Timing of Payment Under Awards; Deferrals.  Subject to
      the terms of the Plan and any applicable Award Agreement, payments to be
      made by the Company upon the exercise of an Option or other Award or
      settlement of an Award may be made in such forms as the Committee shall
      determine, including, without limitation, cash, Stock, other Awards or
      other property, and may be made in a single payment or transfer, or in
      installments.

            


    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    
      	
            	
              (c)

            	
              Certain
      Limitations on Awards to Ensure Compliance with Code Section
      409A.  Other provisions of the Plan notwithstanding, the
      Award Agreement evidencing any “409A
      Award” (which for this purpose means only such an Award held by a
      Participant which is subject to the terms and conditions of Code Section
      409A), shall incorporate the terms and conditions necessary to avoid the
      consequences specified in Code Section 409A(a)(1). Any terms or conditions
      inconsistent with the requirements of  Code Section 409A and its
      implementing regulations shall be automatically modified and limited (even
      retroactively) to the extent necessary to conform said Award with Code
      Section 409A.  Notwithstanding anything to the contrary herein,
      the Company shall not be liable for any unintended adverse tax
      consequences which may be imposed on the Participant due to receipt,
      exercise or settlement of any Stock Option or other Award granted
      hereunder, including the taxes and penalties of Code Section
      409A.

            


    

     

    
      	
              Section
      8.

            	
              Corporate
      Transactions.

            


    

     

    
      	
            	
              (a)

            	
              Corporate
      Transaction in which Awards are not Assumed.  Upon the
      occurrence of a Corporate Transaction in which outstanding Options,
      Restricted Stock Awards, Stock Units, and Other Stock-Based Awards are not
      being assumed or continued:

            


    

     

    
      	
               
      

            	
              (i)

            	
              All
      outstanding shares of Restricted Stock shall be deemed to have vested, and
      all Stock Units shall be deemed to have vested and the shares of Stock
      subject thereto shall be delivered, immediately prior to the occurrence of
      such Corporate Transaction, and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Either
      of the following two actions shall be
taken:

            


    

     

    
      	
               
      

            	
              (A)

            	
              fifteen
      days prior to the scheduled consummation of a Corporate Transaction, all
      Options outstanding hereunder shall become immediately exercisable and
      shall remain exercisable for a period of fifteen days,
  or

            


    

     

    
      	
               
      

            	
              (B)

            	
              the
      Committee may elect, in its sole discretion, to cancel any outstanding
      Awards of Options, Restricted Stock, and/or Stock Units and pay or
      deliver, or cause to be paid or delivered, to the holder thereof an amount
      in cash or securities having a value (as determined by the Committee
      acting in good faith), in the case of Restricted Stock or Stock Units,
      equal to the formula or fixed price per share paid to holders of shares of
      Stock and, in the case of Options, equal to the product of the number of
      shares of Stock subject to the Option (the “Award Shares”) multiplied by
      the amount, if any, by which (I) the formula or fixed price per share
      paid to holders of shares of Stock pursuant to such transaction exceeds
      (II) the Option Price Exercise Price applicable to such Award
      Shares.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              With
      respect to the Company’s establishment of an exercise window, (i) any
      exercise of an Option during such fifteen-day period shall be conditioned
      upon the consummation of the event and shall be effective only immediately
      before the consummation of the event, and (ii) upon consummation of
      any Corporate Transaction, the Plan and all outstanding but unexercised
      Options shall terminate. The Committee shall send notice of an event that
      will result in such a termination to all individuals who hold Options not
      later than the time at which the Company gives notice thereof to its
      stockholders.

            


    

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    
      	
            	
              (b)

            	
              Corporate
      Transaction in which Awards are Assumed.  The Plan,
      Options, Restricted Stock Awards, Stock Units, and Other Stock-Based
      Awards theretofore granted shall continue in the manner and under the
      terms so provided in the event of any Corporate Transaction to the extent
      that provision is made in writing in connection with such Corporate
      Transaction for the assumption or continuation of the Options, Restricted
      Stock Awards, Stock Units, and Other Stock-Based Awards theretofore
      granted, or for the substitution for such Options, Restricted Stock
      Awards, Stock Units, and Other Stock-Based Awards for new common stock
      options and new common stock units and restricted stock relating to the
      stock of a successor entity, or a parent or subsidiary thereof, with
      appropriate adjustments as to the number of shares (disregarding any
      consideration that is not common stock) and option exercise prices in
      accordance with the provisions of Sections 5(b) and
  10(c).

            


    

     

    
      	
              Section
      9.

            	
              Additional
      Award Forfeiture Provisions.

            


    

     

    The
Committee may condition a Participant’s right to receive a grant of an Award, to
exercise the Award, to receive a settlement or distribution with respect to the
Award or to retain cash, Stock, other Awards, or other property acquired in
connection with an Award, upon compliance by the Participant with specified
conditions that protect the business interests of the Company from harmful
actions of the Participant, including conditions relating to non-competition,
confidentiality of information relating to or possessed by the Company,
non-solicitation of customers, suppliers, and employees of the Company,
cooperation in litigation, non-disparagement of the Company and the officers,
directors and affiliates of the Company and other restrictions upon or covenants
of the Participant, including during specified periods following termination of
directorship.

     

    
      	
              Section
      10.

            	
              General
      Provisions.

            


    

     

    
      	
            	
              (a)

            	
              Compliance
      with Legal and Other
Requirements.

            


    

     

    
      	
               
      

            	
              (i)

            	
              The
      Company may, to the extent deemed necessary or advisable by the Committee,
      postpone the issuance or delivery of Stock or payment of other benefits
      under any Award until completion of such registration or qualification of
      such Stock or other required action under any federal or state law, rule
      or regulation, listing or other required action with respect to any stock
      exchange or automated quotation system upon which the Stock or other
      securities of the Company are listed or quoted, or compliance with any
      other obligation of the Company, as the Committee may consider
      appropriate, and may require any Participant to make such representations,
      furnish such information and comply with or be subject to such other
      conditions as it may consider appropriate in connection with the issuance
      or delivery of Stock or payment of other benefits in compliance with
      applicable laws, rules, and regulations, listing requirements, or other
      obligations.  The foregoing notwithstanding, in connection with
      the occurrence of a Corporate Transaction, the Company shall take or cause
      to be taken no action, and shall undertake or permit to arise no legal or
      contractual obligation, that results or would result in any postponement
      of the issuance or delivery of Stock or payment of benefits under any
      Award or the imposition of any other conditions on such issuance, delivery
      or payment, to the extent that such postponement or other condition would
      represent a greater burden on a Participant than existed on the 90th day
      preceding the Corporate
Transaction.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              If
      the Participant is subject to the reporting requirements of Section 16(a)
      of the Securities Exchange Act of 1934, as amended, the grant of this
      Option shall not be effective until such person complies with the
      reporting requirement of Section
16(a).

            


    

     

    
      	
            	
              (b)

            	
              Limits on
      Transferability;
Beneficiaries.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Awards
      granted under the Plan shall not be transferable except as permitted by
      the Company.  Options may be exercised as provided for under
      Section 6(b).  All other Awards may be transferable by will and
      the laws of descent and distribution, but only if specifically provided
      for in the Award Agreement.  Any attempted sale, pledge,
      assignment, hypothecation or other transfer of an Award contrary to the
      provisions hereof and, the levy of any execution, attachment or similar
      process upon an Award shall be null and void and without force or effect
      and shall result in automatic termination of the
  Award.

            


    

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (ii)

            	
              (A)
      As a condition to the transfer of any shares of Stock issued upon exercise
      of an Award granted under this Plan, the Company may require an opinion of
      counsel, satisfactory to the Company, to the effect that such transfer
      will not be in violation of the Securities Act of 1933 or any other
      applicable securities laws or that such transfer has been registered under
      federal and all applicable state securities laws; (B) further, the Company
      shall be authorized to refrain from delivering or transferring shares of
      Stock issued under this Plan until the Board determines that such delivery
      or transfer will not violate applicable securities laws and the
      Participant has tendered to the Company any federal, state or local tax
      owed by the Participant as a result of exercising the Award, or disposing
      of any Stock, when the Company has a legal liability to satisfy such tax;
      (C) the Company shall not be liable for damages due to delay in the
      delivery or issuance of any stock certificate for any reason whatsoever,
      including, but not limited to, a delay caused by listing requirements of
      any securities exchange or any registration requirements under the
      Securities Act of 1933, the Securities Exchange Act of 1934, or under any
      other state or federal law, rule or regulations; (D) the Company is under
      no obligation to take any action or incur any expense in order to register
      or qualify the delivery or transfer of shares of Stock under applicable
      securities laws or to perfect any exemption from such registration or
      qualification; and (E) furthermore, the Company will have no liability to
      any Participant for refusing to deliver or transfer shares of Stock if
      such refusal is based upon the foregoing provisions of this
      Section.

            


    

     

    
      	
            	
              (c)

            	
              Effect of
      Certain Changes.  In the event of any merger,
      reorganization, consolidation, recapitalization, share dividend, share
      split, combination of shares or other change in corporate structure of the
      Company affecting the Stock, the Committee shall make appropriate or
      proportionate substitution or adjustment in: (i) the aggregate number of
      Stock reserved for issuance under the Plan, (ii) the number and kind of
      shares of Stock or other securities subject to any then outstanding Awards
      issued under the Plan; (iii) the  price of the shares of Stock
      subject to outstanding Stock Options granted under the Plan, without
      changing the aggregate exercise price (i.e., the exercise price multiplied
      by the number of Stock Options) as to which such Stock Options remain
      exercisable; and (iv) the repurchase price per share subject to each
      outstanding Restricted Stock Award and any other outstanding
      Awards  granted under the Plan. Notwithstanding the foregoing,
      any substitution or adjustment by the Committee shall comply with Treasury
      Regulations Section 1.409A-1(b)(5)(v)(D) which will be deemed to be
      satisfied if the ratio of the exercise price to the Fair Market Value of
      the shares subject to the Awards immediately after the substitution or
      adjustment is not greater than the ratio of the exercise price to the Fair
      Market Value of the shares subject to the Stock right immediately before
      the substitution or adjustment. The Committee’s substitution or adjustment
      shall be final, binding and conclusive. No fractional shares of Stock
      shall be issued under the Plan as a result of any such substitution or
      adjustment; but the Committee may, in its sole discretion, authorize a
      cash payment to be made to the Participant in lieu of fractional
      shares.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (d)

            	
              Tax
      Provisions.

            


    


    
      	
               
      

            	
              (i)

            	
              Withholding.  The
      Committee shall so require, as a condition of exercise, each Participant
      to agree that:  (A) no later than the date of exercise of any
      Option granted hereunder, the optionee will pay to the Company or make
      arrangements satisfactory to the Committee regarding payment of any
      federal, state or local taxes of any kind required by law to be withheld
      upon the exercise of such Option; and (B) the Company shall, to the extent
      permitted or required by law, have the right to deduct federal, state and
      local taxes of any kind required by law to be withheld upon the exercise
      of such Option from any payment of any kind otherwise due to the
      Participant.  For withholding tax purposes, the shares of Stock
      shall be valued on the date the withholding obligations are
      incurred.  The Company shall not be obligated to advise any
      optionee of the existence of any such tax or the amount that the Company
      will be so required to withhold.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Required Consent to
      and Notification of Code Section 83(b) Election.  No
      election under Code Section 83(b) or under a similar provision of the laws
      of a jurisdiction outside the United States may be made unless expressly
      permitted by the terms of the Award Agreement or by action of the
      Committee in writing prior to the making of such election.  In
      any case in which a Participant is permitted to make such an election in
      connection with an Award, the Participant shall notify the Company of such
      election within ten days of filing notice of the election with the
      Internal Revenue Service or other governmental authority, in addition to
      any filing and notification required pursuant to regulations issued under
      Code Section 83(b) or other applicable
  provision.

            


    

     

    
      	
            	
              (e)

            	
              Changes to
      the Plan.  The Board at any time and from time to time
      may suspend, terminate, modify or amend the Plan; provided, however, that
      the Company shall submit for the approval of a majority of the
      stockholders of the Company presented or represented and entitled to vote
      at a duly constituted and held meeting of the stockholders, any amendment
      that would:  (i) materially increase the benefits accruing to
      Participants under the Plan, (ii) increase the number of shares of Stock
      as to which Awards may be granted under the Plan, (iii) extend the term of
      the Plan,  (iv) materially modify the requirements as to
      eligibility for participation in the Plan, (v) expand the types of Awards
      provided under the Plan, or (vi) be otherwise required by applicable laws,
      regulations or rules. Any such increase or modification that may result
      from adjustments authorized by Section 10(c) hereof shall not require such
      approval.  In addition, no such amendment or alteration shall be
      made which would impair the rights of any Participant, without such
      Participant’s written consent, under any Award theretofore granted,
      provided that no such consent shall be required with respect to any
      amendment or alteration either (i) is required or advisable in order for
      the Company, the Plan or the Award to satisfy or conform to any law or
      regulation or to meet the requirements of any accounting standard, or (ii)
      is not reasonably likely to significantly diminish the benefits provided
      under such Award, or that any such diminishment is adequately
      compensated.

            


    

     

    
      	
            	
              (f)

            	
              Unfunded
      Status of Awards, Creation of Rabbi Trusts.  The Plan is
      intended to constitute an “unfunded” plan for equity incentive
      compensation. With respect to any payments not yet made to a Participant
      or obligations to deliver Stock pursuant to an Award, nothing contained in
      the Plan or any Award shall give any such Participant any rights that are
      greater than those of a general creditor of the Company; provided that the
      Committee may authorize the creation of rabbi trusts and deposit therein
      cash, Stock, other Awards or other property, or make other arrangements to
      meet the Company’s obligations under the Plan. Such trusts or other
      arrangements shall be consistent with the “unfunded” status of the Plan
      unless the Committee otherwise
determines.

            


    

     

    
      	
            	
              (g)

            	
              Nonexclusivity
      of the
      Plan.  Neither
      the adoption of the Plan by the Board nor its submission to the
      stockholders of the Company for approval shall be construed as creating
      any limitations on the power of the Board or a committee thereof to adopt
      such other incentive or compensation arrangements, apart from the Plan, as
      it may deem desirable, including incentive or compensation arrangements
      and awards to which Code Section 409A does apply, and such other
      arrangements may be either applicable generally or only in specific
      cases.

            


    

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    
      	
            	
              (h)

            	
              Payments in
      the Event of Forfeitures; Fractional Shares.  Unless
      otherwise determined by the Committee, in the event of a forfeiture of an
      Award with respect to which a Participant paid cash consideration, the
      Participant shall be repaid the amount of such cash consideration. No
      fractional shares of Stock shall be issued or delivered pursuant to the
      Plan or any Award.  The Committee shall determine whether cash,
      other Awards or other property shall be issued or paid in lieu of such
      fractional shares or whether such fractional shares or any rights thereto
      shall be forfeited or otherwise
eliminated.

            


    

     

    
      	
            	
              (i)

            	
              Governing
      Law.  The validity, construction, and effect of the Plan,
      any rules and regulations relating to the Plan and any Award Agreement
      shall be determined in accordance with the laws of the State
      of  Nevada, without giving effect to principles of conflicts of
      laws, and applicable provisions of federal
law.

            


    

     

    
      	
            	
              (j)

            	
              Limitation
      on Rights Conferred Under The
      Plan.  Neither the Plan nor any action taken hereunder
      shall be construed as (i) giving any  Director or Participant
      the right to continue as a  Director or Participant or in
      service of the Company as a member of the Board, (ii) interfering in any
      way with the right of the Company to terminate any  Director’s
      or Participant’s service on the Company’s Board at any time (subject to
      the terms and provisions of any separate written agreements), (iii) giving
      a Director or Participant any claim to be granted any Award under the Plan
      or to be treated uniformly with other Participants and Directors, or (iv)
      conferring on a Participant any of the rights of a stockholder of the
      Company unless and until the Participant is duly issued or transferred
      shares of Stock in accordance with the terms of an
  Award.

            


    

     

    
      	
            	
              (k)

            	
              Termination
      of Right of Action.  Every right of action arising out of
      or in connection with the Plan by or on behalf of the Company or by any
      stockholder of the Company against any past, present or future member of
      the Board, or against any employer, or by an employee (past, present or
      future) against the Company will, irrespective of the place where an
      action may be brought and irrespective of the place of residence of any
      such stockholder, director or employee, cease and be barred as of the
      expiration of three years from the date of the act or omission in respect
      of which such right of action is alleged to have
  risen.

            


    

     

    
      	
            	
              (l)

            	
              Assumption.  The terms
      and conditions of any outstanding Awards granted pursuant to this Plan
      shall be assumed by, be binding upon and inure to the benefit of any
      successor company to the Company and shall continue to be governed by, to
      the extent applicable, the terms and conditions of this
      Plan.  Such successor Company shall not be otherwise obligated
      to assume this Plan.

            


    

     

    
      	
            	
              (m)

            	
              Severability;
      Entire Agreement.  If any of the provisions of this Plan
      or any Award Agreement is finally held to be invalid, illegal or
      unenforceable (whether in whole or in part), such provision shall be
      deemed modified to the extent, but only to the extent, of such invalidity,
      illegality or unenforceability, and the remaining provisions shall not be
      affected thereby; provided, that, if any of such provisions is finally
      held to be invalid, illegal, or unenforceable because it exceeds the
      maximum scope determined to be acceptable to permit such provision to be
      enforceable, such provision shall be deemed to be modified to the minimum
      extent necessary to modify such scope in order to make such provision
      enforceable hereunder.  The Plan and any Award Agreements
      contain the entire agreement of the parties with respect to the subject
      matter thereof and supersede all prior agreements, promises, covenants,
      arrangements, communications, representations and warranties between them,
      whether written or oral with respect to the subject matter
      thereof.  No rule of strict construction shall be applied
      against the Company, the Committee, or any other person in the
      interpretation of any terms of the Plan, Award, or Award Agreement or
      other document relating thereto.

            


    

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    
      	
            	
              (n)

            	
              Plan
      Effective Date.  The Plan shall be effective December 15,
      2009 (the “Effective Date”), subject to its approval by the stockholders
      of the Company by the affirmative votes of the holders of a majority of
      the voting securities of the Company present, or represented, and entitled
      to vote on the subject matter at a duly held meeting of stockholders;
      provided, that the total vote cast on the proposal represents over fifty
      percent (50%) in interest of all securities entitled to vote on the
      proposal.

            


    

     

    
      	
            	
              (o)

            	
              Adoption.

            


    

     

     (i)           This
Plan was approved by the Board of Directors of the Company at a meeting on
October 15, 2009.

     

     (ii)          This
Plan was approved by the stockholders of the Company at a meeting on December
15, 2009.

     

    
       

      
        
          
            	 
      	
                    SEARCHLIGHT
      MINERALS CORP.

                  
	 	 
	 
      	
                    By:

                  	
                    /s/ Ian R. McNeil

                  
	 	 	      
                    Ian  R.
      McNeil 

                  
	 	 	      
                    President

                  


          

        

      

    

     

    
      
         


      

      
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